Summary
Expedia, Inc. filed this Form 8-K on December 16, 2011, to report a revision to the temporary suspension of trading, commonly known as a "blackout period," for its directors and executive officers. This temporary suspension is related to an anticipated reverse stock split and spin-off transaction. The initial notice on November 18, 2011, indicated a blackout period commencing the week of December 11, 2011. However, due to revised timing of the spin-off, Expedia issued updated notices on December 15 and 16, 2011, extending the expected start of the blackout period to the week of December 18, 2011, with an expected end prior to or during the week of December 25, 2011.
Key Highlights
- 1Expedia, Inc. is implementing a temporary trading blackout period for its directors and executive officers.
- 2The blackout period is a result of an expected reverse stock split and a spin-off transaction.
- 3The expected start date of the blackout period has been revised.
- 4The blackout period is now expected to begin during the week of December 18, 2011.
- 5The blackout period is anticipated to end before or during the week of December 25, 2011.
- 6This filing is in compliance with Section 306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR.
- 7An updated notice dated December 14, 2011, detailing the revised blackout period, is attached as an exhibit.
Frequently Asked Questions
A blackout period, as defined by the Sarbanes-Oxley Act, is a temporary suspension of trading of the company's equity securities by directors and executive officers. Expedia is implementing this period in conjunction with an upcoming reverse stock split and spin-off transaction to ensure compliance with regulations during these significant corporate events.
The company initially notified its directors and executive officers on November 18, 2011, that the blackout period was expected to begin during the calendar week of December 11, 2011, and end during the calendar week of December 18, 2011.
Due to a revision in the expected timing of the spin-off, Expedia issued updated notices on December 15 and 16, 2011. The blackout period is now expected to begin during the calendar week of December 18, 2011, and end prior to or during the calendar week of December 25, 2011.
The blackout period specifically affects Expedia's directors and executive officers. It restricts their ability to conduct transactions involving Expedia equity securities held in the Expedia Retirement Savings Plan during the specified timeframe.